Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has beenfiled separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filedwith the Commission.Amended and Restated Common Short Code License Agreementand such other rights with respect to Common Short Codes as are necessary to permit CommonShort Code services to be uniformly provided industry-wide and to be uniformly availablenationwide (collectively, the “***CSC Registry Rights***”);**WHEREAS**, the CTIA Board of Directors, acting on behalf of all participating members of theindustry, has appointed CTIA to serve as the Common Short Code Administrator;**WHEREAS**, Registry is a leading provider of neutral, third party clearinghouse services tothe telecommunications industry, and provides an array of services, including numbering andregistry services, that enable communications networks to interoperate;**WHEREAS**, CTIA and Registry entered into the Common Short Code License Agreement, datedOctober 17, 2003 (“***Original Agreement***”), pursuant to which Registry developed and maintainsa database of common short codes, processes common short code applications, assigns commonshort codes to applicants according to the rules set forth in the Assignment Guidelines,engages in other Registry Services on behalf of members of the wireless industry and otherpersons using Common Short Codes, and provides other services in connection with theadministration and implementation of the wireless industry’s CSC Program;**WHEREAS**, CTIA and Registry subsequently entered into the First, Second, Third, Fourth, Fifthand Sixth Amendments to the Agreement, and the March 20, 2007 Letter Agreement;**WHEREAS**, CTIA and Registry wish to continue their relationship and to (1) restate theOriginal Agreement to incorporate the terms of the amendments and the letter agreement; (2)clarify each party’s rights and obligations; and (3) incorporate revisions to the OriginalAgreement;**NOW, THEREFORE**, for and in consideration of the premises and the mutual promises andcovenants contained herein, it is hereby agreed as follows:
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filedseparately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with theCommission.Amended and Restated Common Short Code License Agreement     ***1. DEFINITIONS***. For purposes of this Agreement, unless otherwise defined in thisAgreement, the following definitions shall apply:     1.1. The term “***Agreement***” means all the terms and conditions contained herein, including anyExhibit, appendix, attachment or documents referenced herein or incorporated herein by reference,including any and all amendments to this Agreement and each of the foregoing instruments. In theevent of a conflict between or among the terms and conditions contained herein, in any Exhibit,appendix or attachment, the following shall control in descending order of precedence (a) the termsand conditions contained herein, (b) the remaining Exhibits, and any documents attached to suchExhibits; and (c) the Assignment Guidelines.     1.2. The term “***Applicant***” or “***Applicants***” mean, individually or collectively, any and allentities which access and/or use the Registry Services, for purposes of ultimately registering aCSC through Registry.     1.3. “***Application Providers***” are entities responsible for providing the application for a CSCservice. For some applications, the Application Provider and the Connection Aggregator may be thesame entity.     1.4. “***Assignment Guidelines***” means the guidelines, then currently in effect, that set forththe requirements for the administration and implementation of CSCs.The updated AssignmentGuidelines, entitled “Common Short Code Guidelines v. 2.0” are attached hereto as Exhibit D.     1.5. The term “***Billing Cycle***” means any calendar month, or portion thereof, during whichRegistry Services are rendered hereunder.     1.6. The term “***Branding and Website Guidelines***” is defined in Section 6.6.7. The Brandingand Website Guidelines are attached hereto as Exhibit J.     1.7. The term “***Business Day***” means Monday through Friday of each week, excluding New Year’sDay, Memorial Day, July 4th, Labor Day, Thanksgiving Day, and December 24thand the 25th.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreement     1.8. The “***Carrier***” is any entity that offers Commercial Mobile Radio Service (“CMRS”) as suchterm is defined by the Federal Communications Commission.     1.9. “***Common Short Code***” or “***CSC***” shall mean the certain pool of numeric digits that areutilized through the CTIA and harmonized across all Carriers participating in the distribution ofCSCs, allowing communication to and from a particular application. For the purposes of thisAgreement, the term “CSC” specifically excludes any strings of digits that include the star symbol(*) and/or the pound symbol (#). CTIA does not license to Registry the right to assign numericstrings that contain the star symbol (*) and/or the pound symbol (#). Registry shall have noobligation under this Agreement to add functionality to the Registry Services that would providefor numeric strings that contain the star symbol (*) and/or the pound symbol (#).     1.10. “***Common Short Code Administrator***” or “***CSCA***” refers to the Cellular Telecommunications &Internet Association, a party to this Agreement, or any assignee of it under Section 15.     1.11. The term “***Confidential Information***” shall have the meaning set forth in Section 11.     1.12. A “***Content Provider***” shall be an entity that owns or has the right to content, andlicenses such content to the Application Provider for delivery to the End User. For someapplications, the Application Provider and the Content Provider may be the same entity.     1.13. A “***Connection Aggregator*****”**shall be an entity that provides connectivity to Carriernetworks for Application Providers. For some applications, the Connection Aggregator andApplication Provider may be the same entity.     1.14. “***CSC Data***” means all data that is: (a) used to provide Registry Services, (b) submittedby Applicants, Registrants and/or Visitors, or (c) data derived by or generated through theperformance of Registry Services. For the purposes of this Agreement, the definition of CSC Datashall include the actual CSC Data along with the format of such CSC Data as well as the associatedCSC Data dictionary.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreement     1.15. “***CSC Directory***” means the official directory of Registrants published on the CSCAWebsite.     1.16. “***CSC Service Users***” means any entity that accesses and/or uses the Registry Services,including, but not limited to Carriers, Applicants, Registrants, Application Providers, ConnectionAggregators and Content Providers.     1.17. “***CSC Enhancement***” means any Enhancement made by Registry, in accordance with proceduresset forth in Article 9, at the request of CTIA pursuant to Section 9.1, in its capacity as CSCA, inorder to adapt the CSC Service to specific requirements of Carriers or other participating membersof the wireless telecommunications industry communicated to CTIA.     1.18. “***CSC Registry Rights***” means the following, individually or in any combination: theIndustry Reserved Rights, the right to assign the Common Short Codes contained in that catalog tovarious parties wishing to use such Codes, other CSC Data, CSC Enhancements, and such other rightswith respect to Common Short Codes as are necessary to permit Common Short Code services to beuniformly provided industry-wide and to be uniformly available nationwide.     1.19. “***CSCA Royalties***” shall be the compensation to CTIA, in its capacity as CSCA, forRegistry’s use of the CSC Registry Rights, other confidential information, and other intellectualproperty rights in the CSC program as provided in Article 4 below.     1.20. The term “***Documentation***” means technical or user manuals and other similar writtenreference or instructional materials that relate to information about the Registry Services.     1.21. “***End Users***” are the persons or entities that will utilize CSCs for communication withapplications.     1.22. The term “***Enhancements***” means changes or additions, other than MaintenanceModifications, to the Registry Services and related Documentation, including all new functionalitythat improve existing functions, add new functions, or significantly improve performance of theRegistry Services.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreement     1.23. “***Industry-Reserved Rights***” means those rights as to the CSC Registry Rights retained bythe participating members of the wireless telecommunications industry and exercisable on theirbehalf by the CTIA Board of Directors, or its Executive Committee, as described in Article 5.     1.24. The term “***Intellectual Property***” means rights afforded under patent, copyright, tradesecret and trademark law, and any other statutory provision or common law doctrine, relating torights in and to Software, designs, formulas, procedures, methods, ideas, inventions andimprovements, works of authorship and other material, recordings, graphs, drawings, graphics,logos, reports, analyses, other writings, any information in any form and other property of anytype not specifically listed herein, whether or not the foregoing are protected or protectableunder Intellectual Property rights now or in the future.     1.25. The term “***Maintenance Modifications***” means any modifications or revisions, other thanEnhancements, to the Registry Software or Documentation that correct Defects or support newreleases of the operating systems with which the Registry Software is designed to operate.     1.26. The term “***Normal Business Hours***” means 9:00 a.m. to 8:00 p.m*.*Eastern Time duringBusiness Days.     1.27. The terms “***Party***” or “***Parties***” means CTIA and/or Registry.     1.28. The term “***Registrant***” means an entity which has (a) been approved by Registry tosublease a CSC through the process set forth in Section 6.4 and the Assignment Guidelines and (b)entered into a Registrant Sublicense Agreement(s) with Registry in the form of Exhibit B hereto, toaccess CSCs.     1.29. “***Registrant Sublicense Agreement***” means an agreement between Registry and a Registrantin accordance with this Agreement, and as initially set forth in Exhibit B.     1.30. “***Registry Database***” means the infrastructure used to store the CSC Data. For thepurposes of this Agreement, infrastructure includes, but is not limited to, engine, server,operating systems, applications, APIs that are not otherwise CSC Enhancements used in the RegistryServices, tools and associated source codes used to store the CSC Data.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreement     1.31. “***Registry Fees***” shall be those fees collected by Registry from Registrants for theperformance of Registry Services pursuant to the license of the CSC Registry Rights granted by thisAgreement.     1.32. “***Registry Services***” means the total service solution provided by Registry as describedin this Agreement and in the Assignment Guidelines, for providing, maintaining, administering, andoperating an administration center and service management system for CSCs, including, but notlimited to, the data processing system used to provide Registry Services, Registry Software(including any Enhancements or Maintenance Modifications), additional services permitted to beperformed by Registry pursuant to an amendment to this Agreement through the process set forth inArticle 9, provision and maintenance of the CSCA Website, Registry utilities, hardware, Third Partysoftware, peripherals, communications equipment and services, and other facilities used by Registryto provide Registry Services under this Agreement.     1.33. “***Registry Software***” means all computer programming code created, written and developedfor or in anticipation of the Registry Services in any form. If not otherwise specified, theRegistry Software shall include object code and source code. The Registry Software shall includeany Maintenance Modifications created by Registry from time to time, and shall include Enhancementsthereto when added to the Registry Software.     1.34. “***Related Service***” means a service independently provided by Licensee, not including theRegistry Services, for which a material purpose is to encourage or promote the use of CSCs byContent Providers, Application Providers, Aggregators, and/or Carriers.     1.35. “***Routing Services***” means the association of CSC address information with Registrantinformation.     1.36. The term “***Service Levels***” means the service levels for Registry Service specified inExhibit F.     1.37. The term “***Software***” means computer programs and related Documentation and includesapplication programs, operating system programs, utilities, templates, parameter tables andsettings, interfaces to external programs, tools, program related data, and local area networkmanagement software.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreement     1.38. “***Term***” shall mean the Initial Term, the Automatic Renewal Terms, and any AdditionalTerms, as set forth in Article 3.     1.39. The term “***Third Party***” means any individual, corporation, partnership, association orother entity, other than the Parties hereto.     1.40. The term “***Unauthorized Access***” includes (i) a breach of security on a systems withRegistry’s ownership or control, including local area network or telecommunications network, whichcontain, process or transmit CSC Service User or Visitor data, personal information collectedduring the performance of the Registry Services, or Confidential Information, or (ii) unauthorizedor illegal activities by Registry, its employees, subcontractors or agents to obtain money orinformation from or through CTIA or any CSC Service User or Visitor, or in any way to damage CTIAor any CSC Service User.     1.41 The term “***Visitors***” means visitors to the CSCA Website who are not or have not become CSCService Users.***2. LICENSE.***     2.1. During the term of this Agreement, Registry shall have the exclusive right to use, inaccordance with the Assignment Guidelines and only for the pool of CSCs utilized through the CTIA,(the “***License***”) (i) the CSC Registry Rights, and (ii) a logo specified by CTIA to designate thatRegistry has been exclusively licensed by CTIA to serve as the registry for CSCs, together with(iii) the non-exclusive right to link to pages and documents within the CSCA Website and otherwiseuse the CSCA Website (collectively, the “***Licensed Materials***”), solely in connection with theprovision of Registry Services in the United States and other services directly related to theprovision of Registry Services, provided that the use of the Licensed Materials is consistent withthe licenses granted under this Agreement. The Parties acknowledge that, through the exercise ofthe rights granted to it by the License, Registry shall be the exclusive registry of the pool ofCSCs in the United States utilized through the CTIA during the Term of this Agreement and shallhave the right to state that it has been so designated by CTIA, and the Parties further agree thatduring the Term of this Agreement, Licensee shall serve as the registry for the pool of CSCs in theUnited States utilized through the CTIA exclusively through the Registry Services that are thesubject of this Agreement.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreement     2.2. Nothing in this Agreement shall be construed as granting to Registry a license to useany of CTIA’s logos, trademarks, service marks, copyrighted materials or patents (collectively,CTIA’s Intellectual Property), except as expressly set forth herein. Registry shall not modify oralter any of CTIA’s Intellectual Property without the express written permission of CTIA. Any uses,modifications or alteration of CTIA’s Intellectual Property shall be the sole property of CTIA andshall accrue to the benefit of CTIA exclusively.     2.3. Pursuant to the License, Registry shall have a nontransferable, nonexclusive, right tocopy, distribute, publish and modify all of the CSC Data, and CSC Enhancements for the sole purposeof providing the Registry Services, and for the provision of other services directly related to theprovision of Registry Services, provided that such use is consistent with the rights granted by theLicense and this Agreement.***3. TERM.***     3.1. *Initial Term.*The initial term of this Agreement will commence on the Effective Date andshall continue until December 31, 2011, unless otherwise terminated earlier in accordance withArticle 16 of this Agreement (“***Initial Term***”).     3.2. *Automatic Renewal Terms*. At the end of the Initial Term, this Agreement shallautomatically renew for two (2) successive two-year periods (“***Automatic Renewal Terms***”), onsubstantially the same terms and conditions as contained herein, unless (a) Registry is in materialbreach of this Agreement, and such breach has remained uncured for a period of fifteen (15)Business days; (b**)**Registry chronically fails to provide the Registry Services, as defined inSection 16.2 of this Agreement; (c) Registry is merged with or acquired by an entity which isunable to comply with the Code of Conduct; or (d) Registry otherwise ceases to be able to complywith the Code of Conduct, and such cessation continues for a period of thirty (30) days followingthe date that Registry first becomes aware of the event causing the cessation of neutrality.     3.3. *Additional Terms*At the end of the second Automatic Renewal Term *(i.e., December 31,2015)*, this Agreement will renew automatically for successive one-year periods (each an “***AdditionalTerm***”) unless it is terminated by either party by giving written notice to the other party at leastninety (90) days prior to
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreementthe end of the second Automatic Renewal Term or then-current Additional Term, in which casethis Agreement will terminate automatically upon the expiration of the then-current AutomaticRenewal Term or Additional Term.***4. CSCA ROYALTIES.***     4.1. *Amount*. In consideration of Licensor’s entering into this Agreement and Registry’sLicense to use the Licensed Materials, Registry shall pay to Licensor the CSCA Royalties in anamount equal to the CSCA Royalty Percentage specified in Exhibit C-2 to this Agreement.     4.2. *Payment Schedule*. For all Registry Fees received by Registry between the 1stand the final day of each calendar month, Registry shall pay the applicable CSCA Royalties toLicensor by no later than the 15th day of the following month. All payments to Licensorshall be in U.S. Dollars. The obligation to pay CSCA Royalties due hereunder shall survive theexpiration or termination of this Agreement.     4.3. *Accounting*. Registry shall provide CTIA with a complete accounting of all Registry Feeswithin fifteen (15) days from the last day of each calendar month. The accounting shall includedetailed information, including a list of CSCs paid for by Registrants, the subscription periods,the amount of Registry Fees collected, the accounts payable voucher and the wire request form.     4.4. *Audit Rights*.     4.4.1. *Audit for 2008.*For Registry’s 2008 fiscal year, CTIA will conduct, at its expense, anaudit of the CSC service that is similar in scope to the audit of the CSC service conducted in2007. A description of the 2007 audit is attached hereto as Exhibit H. CTIA will prepare awritten plan for the 2008 audit based on the 2007 audit description that details any requestedchanges to Exhibit H (“***2008 Audit Plan***”). The parties will coordinate the scheduling of the 2008audit and CTIA shall provide the 2008 Audit Plan to Registry thirty (30) days in advance of theaudit being conducted, and not later than November 15, 2008. CTIA may incorporate into the 2008Audit Plan, revisions to Exhibit H requested by the CTIA Audit Committee that specifically relateto the billing records, financial records, and the internal controls associated with the CSCservice; provided, however, that in the event that such additions and/or revisions result in anamount of time spent
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreementby Registry’s internal professionals (such as finance, accounting, systems, customer support,developers or other professionals necessary to address the additions and/or revisions (collectivelyreferred to as “***Professionals***”)) for preparation, support, or implementation in excess of forty(40) additional hours above and beyond time spent by Registry’s Professionals for preparation,support, and implementation of the audit described in Exhibit H, such additional hours shall bebilled to CTIA at Registry’s then current rate set forth in Exhibit A. If Registry requests suchfees, it must provide a detailed and accurate report of the time spent by its Professionals for (a)the additions and/or revisions described above, and (b) the audit described in Exhibit H. Suchreport will contain the name of the Professional(s), the nature of the work, and the amount of timespent on each task.     4.4.2. *Audits for 2009 and Beyond.*     4.4.2.1. Beginning with Registry’s 2009 fiscal year, and in every year of the Termthereafter, Registry will engage, at its own expense, an independent auditor to issue aSAS-70 Type II report, which will include an opinion on the Registry’s controls surroundingthe CSC service. Registry will provide this report to CTIA annually, within fifteen (15)days of receipt of the report from the independent auditor, and in no event later than onehundred twenty (120) days after the end of Registry’s fiscal year. In the issued report,the auditor will express an opinion on (1) whether the Registry’s description of controlssurrounding CSCs present fairly, in all material respects, the relevant aspects of theRegistry’s controls, (2) whether the controls were suitably designed to achieve specifiedcontrol objectives, and (3) whether the controls that were tested were operating withsufficient effectiveness to provide reasonable, but not absolute, assurance that the controlobjectives were achieved during the period specified. The control descriptions and controlobjectives contained in the SAS-70 Type II report must be mutually agreed to and reasonablegiven the audit requirements and the types of services being performed.     4.4.2.2. In addition, Registry shall conduct Agreed Upon Procedures (“***AUP***”) withrespect to whether the CSC Fees and Royalties reported by Registry to CTIA during the yearwere properly stated. As part of the AUP, Registry’s auditor will recalculate the CSC feesand Royalties to determine whether they conform to the actual CSC Fees received by Registryand the
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License AgreementRoyalties paid out to CTIA and that the procedures performed by Registry to calculatethe Royalties were in accordance with the Agreement. The agreed upon procedures containedin the AUP report must be mutually agreed to and reasonable.     4.4.2.3. The parties will agree on controls and processes for the SAS-70 Type II Reportas well as the agreed upon procedures contained in the AUP report according to the followingprocedures:     4.4.2.3.1. A high-level description of the processes that will be covered inthe SAS 70 Type II and AUP reports, which has been agreed to by the parties, isattached hereto as Exhibit I.     4.4.2.3.2. Registry will prepare detailed control objectives and descriptionsfor each process, and will present them to CTIA by July 15, 2008. CTIA, Registry,and each party’s internal auditors will meet to discuss the objectives anddescriptions, with the first meeting occurring no later than August 15, 2008. Theparties will work in good faith to complete the control descriptions and objectivesby September 30, 2008.     4.4.2.4. SAS-70 Type II Review.     4.4.2.4.1 If the Registry’s independent auditor issues a qualified report inany annual audit, CTIA will have the right, at its sole expense, to have its ownauditor review and test the controls applicable to those exceptions giving rise tothe Qualified Report (“***Qualified Exceptions***”). Registry will, within a commerciallyreasonable period, remedy the control environment that gave rise to the QualifiedException and, if warranted by the Qualified Exception, revise the controldescriptions and objectives agreed upon under section 4.4.2.1. CTIA or its auditorswill have the right to review the actions take by Registry to remedy any QualifiedException. Although an act or omission giving rise to a Qualified Exception mayconstitute a breach of this Agreement for which the remedies contained in theAgreement may be available, the mere existence of a Qualified Report or theinclusion of a Qualified Exception in the
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License AgreementQualified Report will not by itself constitute a breach of this Agreement.     4.4.2.4.2. If the Registry’s independent auditor determines that there areexceptions, weaknesses and/or deficiencies that do not merit the issuance of aQualified Report (collectively the “***Non-material Exceptions***”), Registry shallprovide to CTIA a copy of its management response to such Non-material Exceptionsand shall, upon written request by CTIA, meet with CTIA and CTIA’s externalauditors, to discuss its response and any actions Registry may take, if necessary,to mitigate the Non-material Exceptions. In addition, Registry will request thatits independent auditor be available to CTIA and its external auditors to discusssuch Non-Material Exceptions. CTIA will have the right to have its own auditorreview and test the control(s) applicable to such Non-material Exceptions; provided,however, that in the event that such review and/or testing results in an amount oftime spent by Registry’s Professionals for preparation, support, or implementationin excess of sixteen (16) hours, such hours in excess of sixteen (16) hours shall bebilled to CTIA at Registry’s then current rate set forth in Exhibit A. If Registryrequests such fees, it must provide a detailed and accurate report of the time spentby its internal Professionals for the review and/or testing described above. Suchreport will contain the name of the Professional(s), the nature of the work, and theamount of time spent on each task. Although an act or omission giving rise to aNon-material Exception may constitute a breach of this Agreement for which theremedies contained in the Agreement may be available, the mere existence of aNon-material Exception will not by itself constitute a breach of this Agreement.     4.4.2.5 AUP Report Review. If the Registry’s independent auditor determines that thereare exceptions in the AUP report: (a) Registry shall provide to CTIA a copy of itsmanagement response (if applicable) to such AUP exceptions, meet with CTIA and CTIA’sexternal auditors, to discuss its response and any actions Registry may take, if necessary,to mitigate the exceptions, and (b) CTIA will have the right to have its own auditorre-perform the AUP at CTIA’s expense.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreement     4.4.2.6. During the Term the parties will make mutually agreeable changes to thecontrol descriptions and objectives for the SAS 70 Type II Report and AUP as warranted bychanges to the CSC program or applicable auditing standards.     4.4.3. *CTIA’s Independent Right to Review.*     4.4.3.1. CTIA shall have the right, upon thirty (30) days’ prior written notice toRegistry, to cause an independent certified public accountant to inspect and review writtenrecords reasonably related to the application, registration, approval, billing, andfinancial records associated with the collection of Registry Fees and payment of CSCARoyalties to CTIA (“***Records***”). CTIA’s right to conduct such reviews is independent ofsections 4.4.1 and 4.4.2 above. Such reviews may occur no more than two (2) times percalendar year, unless the Parties mutually agree to additional reviews. The costs of suchreviews shall be paid by CTIA; provided, however, that if inspection reveals anunderreporting of five percent (5%) or more of any fee category or CSCA Royalties due,Registry shall pay the reasonable third-party costs for the review and any underpayment plusinterest. Interest shall be calculated at the rate of three quarters percent (.75%) permonth, or at the highest rate allowed by law, whichever is lower, from the date payment wasdue Licensor to the date the underpayment is discovered. If Registry disagrees with theresults of the review, Registry and Licensor shall resolve the dispute in accordance withthe provisions of Article 19 below. Registry shall make such payments to CTIA by no laterthan that (i) fifteen (15) days following the discovery of the underpayment or (ii) fifteen(15) days following the resolution of any dispute confirming the underpayment, whicheverlater. CTIA’s right to a review of records related to CSC service by an independent auditorshall continue for two (2) years after the expiration or termination of this Agreement.     4.4.3.2. During any review conducted under this section 4.4., CTIA’s independentauditor shall have the right to make copies or receive extracts of Records. The independentauditor shall treat all information provided under this section as Confidential Informationand shall use such information solely for the purposes of determining whether the RegistryFees and Royalties were properly stated and paid to CTIA.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreement     4.5. *Records Disputes.*During any review conducted under Section 4.4., CTIA’s independentauditor may request to review any Records. If the Registry is unwilling to provide any of thoseitems, then, at Licensor’s request, Registry will meet to discuss the auditing procedures under theinternal dispute resolution terms of section 19.1; provided, however, that in no event shallRegistry be required to make available any internal or external audit work papers.     4.6 *Record Retention.*Registry shall maintain complete, clear, and accurate Records.     4.7. *Additional Hours*. For any additional Registry professional fees to be charged to CTIAunder this Article 4, Registry must provide to CTIA an estimate of the number of professional hoursrequired. If CTIA believes that the estimate is unreasonable, or if the number of hours billedmaterially exceeds the estimate, then CTIA may invoke the internal dispute resolution terms ofsection 19.1.5. ***INDUSTRY-RESERVED RIGHTS*****.**     5.1. *Approval of Licensee*. The Common Short Code Working Group, acting on behalf of theparticipating members of the wireless telecommunications industry, has consented to CTIA’slicensing of NeuStar, Inc. to act as the Registry of CSCs pursuant to this Agreement. CTIA’s Boardof Directors retains the right, exercisable as the full Board or through its Executive Committee,to approve any assignment by Registry of its rights and obligations under this Agreement pursuantto Article 15 below, and any grant of a license to use the CSC Registry Rights to a successorprovider of Registry Services in connection with the termination of this Agreement pursuant toArticle 16 below.     5.2. *Regulatory and Legislative Considerations*. As described in Article 18 below, the CSCService Users are or may be subject to certain federal and state laws and regulations promulgatedthereunder, as well as rules, regulations, orders, opinions, decisions and possible approval of theFCC and other regulatory bodies having jurisdiction or delegated authority over CSC Service Usersand the CSC Service. CTIA’s Board of Directors or its Executive Committee, acting on behalf of theparticipating members of the wireless telecommunications industry, has retained the right to directCTIA, acting as the Common Short Code Administrator, to seek changes and modifications to thisAgreement or to the Registrant
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License AgreementSublicense Agreement to reflect such regulatory and legislative considerations in accordancewith Articles 9 and 18.     5.3. *Technology Changes*. The CTIA’s Board of Directors or its Executive Committee, acting onbehalf of the participating members of the wireless telecommunications industry, has retained theright to direct CTIA, acting as the Common Short Code Administrator, to seek changes andmodifications to this Agreement or to the Registrant Sublicense Agreement to reflect the experienceof members of the industry in the provision of Registry Services or to reflect subsequentimprovements in available technology that, in either case, indicate that changes should be made tothe then-existing functionality of Registry Services. Any such changes or modifications shall be inaccordance with Article 9 of this Agreement.6. ***REGISTRY SERVICES*****.**     6.1. *In General*. In accordance with the license granted by this Agreement, Registryrepresents that it shall provide the Registry Services in the manner described in this Article 6and will use the Licensed Materials only to provide Registry Services in the manner so described.In addition, Registry represents that it shall provide the Registry Services and other servicesdirectly related to the provision of Registry Services, to CSC Service Users and Visitors,according to the applicable terms and conditions of this Agreement and, where applicable, inaccordance with the Assignment Guidelines set forth in Exhibit D. CTIA may make changes to theAssignment Guidelines by sending notice of such changes to Registry. Registry shall comply withsuch changed Assignment Guidelines, provided that, if the changes affect Registry or constituteAdditional Services under section 9.1, then such changes are subject to mutual agreement under theprocedures in section 9.1. Registry may use the Licensed Materials for the provision of RoutingServices, provided that such use is consistent with the licensed granted under this Agreement.Furthermore, Registry will not utilize the Licensed Materials for any other purpose (other than asset forth in this Agreement) except to provide additional services authorized from time to time bythe execution of an amendment to this Agreement permitting the use of the Licensed Materials inconnection with such additional services, as contemplated by Article 9. Registry also representsthat it shall maintain the Registry Database, collect and process CSC applications andregistrations, and provide access by the
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License AgreementCarriers to the Registry Database in accordance with the Assignment Guidelines. CTIA in no wayrepresents itself as guarantor of the quality of the Registry Services to be provided by Registry.     6.2. *Leases of CSCs*. Individual CSCs will be leased by Registry at a rate per calendarmonth, for a minimum of three (3) months, to qualified CSC participants. CSCs shall be offered inthree (3), six (6) and twelve (12) month terms.     6.3. *Types of CSCs.*     6.3.1. *In General*. The specific CSCs available for the catalog shall be as set forthin the Assignment Guidelines, and shall be assigned by Registry on a first-come,first-served basis from the list of available CSCs. The Parties may mutually agree to modifythe form, type and range of such CSCs pursuant to an amendment to this Agreement inaccordance with Article 9 of this Agreement.     6.3.2. *RESERVED.*     6.3.3. *Random CSCs.*Unless an Applicant selects one of the CSCs listed in Section6.3.4, all CSCs shall be assigned on a random basis.     6.3.4. *Selected CSCs*. Selected CSCs shall be those CSCs that are specificallyrequested by an Applicant and Registered by a Registrant. Assignment of these CSCs shall beon a first-come, first-served basis, provided that those CSCs are available.     6.3.5. *Carrier Reserved CSCs.*Carriers may request CSCs that are otherwise availableto be excluded or removed from the general pool of registration. Carriers may return CarrierReserved CSCs to the available pool of CSCs at any time. Nothing in this Agreement isintended to limit a Carrier’s use of Carrier Reserved CSCs within the pool of CSCs utilizedthrough CTIA for the purpose of conducting their own promotions and campaigns and may offeraccess to other carriers of such codes to further such promotions and campaigns; providedhowever, that nothing under this subsection is intended to allow carriers to reserve CSCsfor Third Party sponsored campaigns or promotions.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License AgreementRegistry shall have no obligation to verify whethera Carrier has reserved CSCs for Third Party sponsored campaigns or promotions, but will havean obligation to ensure that Carrier-Reserved CSCs are removed from the general pool ofregistration.     6.4. *Process for Obtaining a CSC.*The process for applying for and registering a CSC shall beas set forth in the Assignment Guidelines. The Parties may mutually agree to change, modify oralter such process at any time.     6.4.1. *Registrant Sublicense Agreement*     6.4.1.1. Registry shall enter into a registrant sublicense agreement with eachRegistrant (“***Registrant Sublicense Agreement***”) (a) granting the Registrant the right toaccess individual CSCs for the specified term, and (b) entitling the Registrant to theapplicable Registry Services. The Registrant Sublicense Agreement shall initially be in theform attached to this Agreement as Exhibit B and may only be modified by Registry with theconsent of CTIA, which consent shall not be unreasonably withheld. Registry shall have theexclusive authority to enforce the terms and conditions of such Registrant SublicenseAgreement.     6.4.1.2. Registry shall be entitled to charge and collect the Registry Fees set forthin Exhibit C-1 and shall timely invoice and collect the Registry Fees from the Registrants.Registry reserves the right to amend the Registry Fees throughout the term of thisagreement, provided that CTIA consents to such modifications, which consent shall not beunreasonably withheld. In addition, the prices may be increased through an amendment to thisAgreement as approved by the Parties, with such approval not to be unreasonably withheld, toreflect demonstrated increases in the net costs of providing Registry Services arising from(a) new or revised specifications or policies adopted after the Effective Date, or (b)legislation or regulations specifically applicable to the provision of Registry Servicesadopted and in force after the Effective Date, to ensure that Registry recovers such costsand a reasonable profit thereon.     6.5. *RESERVED.*
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreement     6.6. *CSCA Website.*     6.6.1. During the Term of this Agreement, and any Subsequent Term, Registry shall maintain andhost the www.usshortcodes.com website, on which Registry Services are provided to CSC Service Users(“***CSCA Website***”). The Parties shall mutually agree on the format, design and look and feel of theCSCA Website. In addition to links to the CTIA Site, the CSCA Website shall contain links toRegistry’s website, located at www.neustar.biz along with references to “NeuStar, Inc.”serving as the Registry for CSCs.     6.6.2. Registry agrees that it shall maintain the CSCA Website in accordance with the ServiceLevels, use commercially reasonable efforts to keep the CSCA Website free from defects in materialsand workmanship, and remedy any failure of the CSCA Website, any other malfunction, defect ornon-conformity in the product specifications and functions that impairs use of the CSCA Website inaccordance with the Service Level Agreement, set forth in Exhibit F. Except as set forth in Section16.2, the remedies set forth in the Service Level Agreement shall be the sole and exclusiveremedies for violations of the Service Levels.     6.6.3. CTIA shall provide to Registry a reasonable privacy policy for use in connection withthe CSCA Website. Such privacy policy will be posted conspicuously at the CSCA Website. Registryshall collect, use, store, access and share personal information collected through the CSCA Websiteor otherwise in the performance of the Registry Services in accordance with privacy policy and incompliance with applicable law. Registry shall be responsible for any Unauthorized Access or anyother unauthorized use or sharing of such personal information. Registry shall use at leastindustry standard administrative, technical, and physical safeguards intended to preventUnauthorized Access.     6.6.4. As between CTIA and Registry, CTIA, on behalf of all participating Carriers, owns allright, title, and interest in the www.usshortcodes.com domain name, including any trademarks,copyright or other intellectual property rights associated with thewww.usshortcodes.com domainname. Registry neither has, nor shall acquire, any rights to thewww.usshortcodes.com domain nameexcept the right to use it in order to meet its obligations under this Agreement.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreement     6.6.5The www.usshortcodes.com domain name shall reside in a domain name registration accountmaintained by CTIA. CTIA will be listed as the domain name registrant and the technical,administrative, and billing contact in such account, and Registry will be listed as the “AccountExec” in the current GoDaddy domain account, or an equivalent position if the domain name is movedto any other domain registrar.     6.6.6. CTIA will notify Registry of any changes or modifications in the registrationinformation for the usshortcodes.com URL that CTIA institutes during the term of this Agreement,including any changes to the name servers and/or associated IP addresses (such information, the“***URL Information***”); provided that CTIA shall provide advance notice of any changes or modificationsto the name servers and/or associated IP addresses. Registry shall not be liable for any demandsor claims brought by a Third Party against CTIA or Registry if the CSCA Website becomes unavailableas the result of CTIA’s failure to notify Registry of CTIA’s changes or if CTIA modifies the URLInformation. In addition, CTIA acknowledges that its failure to notify Registry of CTIA’s changes,or if CTIA modifies the URL Information, such actions may materially affect the provision ofRegistry Services. In addition, the Parties shall cooperate to keep all URL Information accurateand up-to-date, and shall comply with any obligations set forth in the registration agreement withthe selected domain name registrar. Therefore, Registry shall not be liable to the CTIA for anybreach of this Agreement as the result of CTIA’s failure to notify Registry of CTIA’s changes,CTIA’s modifications to the URL Information, and for CTIA’s non-compliance with its registrationagreement.     6.6.7. *Branding and Website Guidelines.*CTIA and Registry have agreed on Branding and WebsiteGuidelines, which are basic guidelines regarding use of colors, logo(s), types of images, andbranding on the CSCA website as well as in HTML service e-mails from the CSCA to CSC Users. Theinitial such guidelines are attached hereto as Exhibit J. Registry will ensure that the CSCAWebsite, service e-mails, and any other materials created or published in connection with the CSCServices are consistent with the Branding and Website Guidelines.     6.6.8. *Changes to the Registry Services and CSCA Website.*Registry will not make any changesto the CSCA Website, registry operation, or the navigation of a customer’s experience throughoutthe lease of a CSC, except as follows:
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreement     6.6.8.1. *Category 1 Changes.*     6.6.8.1.1. Subject to the requirements of section 6.6.8.1.2 below, Registry may makethe following changes without advance consent by CTIA, so long as it provides notice to CTIAof such change:     6.6.8.1.1.1. *Existing Copy on Website*— Registry may make copy changes andediting to the content of the CSCA Website if such changes are intended to improvethe language or grammar, or to update the content that relates to description of theexisting CSC programs, provided that such changes are consistent with therequirements of Exhibit J;     6.6.8.1.1.2. *CSC Directory*— Registry may continue to optimize the CSCDirectory’s technical capability to increase ease of use;     6.6.8.1.1.3. *Resource Center*— Registry may continue to grow and add to theresource center, including adding articles, whitepapers, and other resources relatedto Common Short Codes, except that any such resources that mention or relate to theRelated Services or other services offered by Registry must be approved under theCategory 2 process specified below. CTIA has the right to direct Registry to addsimilar content to the resource center, which Registry agrees to add as soon asreasonably practical, but in no event later than five (5) Business Days after suchrequest.     6.6.8.1.1.4. *General Notices*— Registry can post notices relevant to plannedservice outages and other general operational information related to the operationof the CSC Registry or the CSCA Website, including Applicants’ and/or Registrants’accounts.     6.6.8.1.2. For the Category 1 changes listed above, Registry must provide reasonablewritten notice of the proposed change (including the specifics of such proposed change).Registry shall be allowed to make such change at its discretion. If CTIA objects to aCategory 1 change, CTIA will provide a detailed explanation and may offer a proposed rewriteof such changes to make the proposed changes acceptable to the CTIA.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License AgreementRegistry must promptly reverse the change until the parties resolve the dispute. The Partiesshall then arrange for a conference call, no later than two (2) Business Days afterRegistry’s receipt of such objection, to resolve the dispute.     6.6.8.2. *Category 2 Changes.*     6.6.8.2.1. Subject to the requirements of section 6.6.8.2.2. below, Registry may makethe following changes after providing ten (10) Business Days’ prior notice to CTIA.     6.6.8.2.1.1. *Website tuning*— Registry may make CSCA Website navigationcleaner and more relevant to the visitor. This includes adjustments to thenavigation buttons, pull down items, hotlinks, graphics, mapping, etc.;     6.6.8.2.1.2. *Search*— Registry can continue to improve the search capability;     6.6.8.2.1.3. Registry may make substantive changes to the content of the CSCAwebsite related to the policies and procedures of obtaining a CSC;     6.6.8.2.1.4. Registry may make changes to the Aggregator Tier 1, Tier 2 andTier 3 listings;     6.6.8.2.1.5. Registry may make substantive changes to the content under the“Obtain a Code” tab on the CSCA Website;     6.6.8.2.1.6. Registry may include Registry press releases that are related tothe provisioning of CSCs pursuant to this Agreement.     6.6.8.2.2. For the Category 2 changes listed above, CTIA shall have no more than ten(10) Business Days to substantively respond to written notice by stating either itsacceptance of the proposed changes, or if there is an objection, a detailed explanation forthe rejection. If, by ten (10) Business Days after CTIA’s receipt of Registry’s writtennotice of an intended Category 2 change, CTIA has not responded to Registry’s proposed Content Change, Registry may implement the Category 2 change.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License AgreementHowever, if at a laterdate CTIA objects to a Category 2 change, Registry must remove that Category 2 change assoon as reasonably practicable, but in no event later than five (5) Business Days afterreceipt of CTIA’s objection. If CTIA rejects a proposed Category 2 change, at Registry’swritten request, CTIA will provide, within ten (10) Business Days of such written request, adetailed explanation and may offer a proposed rewrite of such changes to make the proposedchanges acceptable to the CTIA. The Parties shall then arrange for a conference call withintwo (2) Business Days to resolve the dispute.6.6.8.3. *Category 3 Changes.*Registry may not make any other changes without CTIA’s priorwritten approval, including without limitation:     6.6.8.3.1. Changes to the policies and procedures for obtaining a CSC or makingpayments to obtain a CSC;     6.6.8.3.2. Any new product or product enhancement to the CSC Registry functionalitythat requires a change to the Registrant Sublicense Agreement;     6.6.8.3.3. Any change to the Registrant Sublicense Agreement;     6.6.8.3.4. Substantive material changes to the Assignment Guidelines;     6.6.8.3.5. Any changes to the Exhibits;     6.6.8.3.6. Any changes to a CSC product offering that requires a change to the privacypolicy, including any changes to the privacy policy;     6.6.8.3.7. The addition of articles, whitepapers and other resources to the ResourceCenter if those resources mention or relate to any services offered by Registry, includingRelated Services; and     6.6.8.3.8. Any changes or additions to the fields of data provided by CSC Service Usersor Visitors.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreement     6.7. *Reserved Rights by the Registry*. In addition to the reservation of right for theRegistry in the Registrant Sublicense Agreement, the Parties acknowledge that Registry shall havethe right to suspend access to the Registry Services by any CSC Service User, including but notlimited to, a Carrier, that either (i) acts in a manner that is inconsistent with the AssignmentGuidelines, or (ii) acts in a manner which prevents the Registry from performing its obligationsunder this Agreement and the Assignment Guidelines. In the event of such a suspension of a Carrier,Registry shall (a) consult with the CTIA regarding such action; and (b) offer such Carrier areasonable period to cure such actions; provided that such actions by the Carrier do not threatenthe stability or integrity of the Registry Services, as determined by Registry, in its solediscretion. In addition, Registry shall consent to an expedited dispute resolution process similarto the process set forth in Section 19.2 with any Carrier that disputes a suspension as set forthin this Section 6.7.     6.8. *Code of Conduct*. Registry shall comply with its Code of Conduct attached as Exhibit E.Any changes to that Code of Conduct will require CTIA’s approval.     6.9. *Provision of Registry Services; Service Level Adjustments.*Registry shall usecommercially reasonable efforts, which shall be no less than the prevailing industry standard forthe performance of comparable Registry Services, to ensure that it provides the Registry Servicesin accordance with the Services Levels, attached hereto and incorporated herein. In the event thatRegistry is unable to meet the Service Levels, Registry shall pay the associated Service Levelpenalty(ies) set forth in Exhibit F. Registry shall use commercially reasonable efforts to remedyany Service Level violation(s) expeditiously. Except in the case of Chronic Failure, as set forthin Section 16.2, the monetary penalty(ies) set forth in Exhibit F shall be the sole and exclusiveremedy for failure to meet any of the Service Levels.     6.10. *Data Escrow.*All CSC Data will be backed up on a nightly basis either by full orincremental backups. Nightly backups will be contained in the automatic tape library providing a24-hour worst case risk exposure. In addition, Registry shall combine each daily backup per monthonto a monthly backup tape and will retain such tapes at a backup facility, at Registry’s solediscretion, for a period of no less than two (2) years from expiration or termination of this
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License AgreementAgreement. Furthermore, Registry shall provide to CTIA a copy of such CSC Data once per month, or more often as the Parties mutually agree, in human (comma delimited ASCII)readable form.     6.11. *Security/Unauthorized Access.*Registry agrees to take reasonable steps to develop andmaintain the security of the servers that hosts the CSCA Website, which measures shall not be lessthan the measures taken by Registry to protect the security and integrity of Registry’s website.In addition, Registry shall maintain and enforce safety and physical security procedures at a levelconsistent with the level of security provided with respect to any other comparable serviceprovided to Registry’s customers. In the event Registry becomes aware of an Unauthorized Access toCSC Data or the Registry Services, Registry shall immediately (i) notify CTIA in writing; (ii)investigate the Unauthorized Access; and (iii) subject to reasonable access, security, andconfidentiality requirements, provide CTIA and its respective designees with reasonable access toall resources and information in Registry’s possession as may be necessary to investigate theUnauthorized Access, including the results of such investigation.     6.12. *Data Rights; New Services.*     6.12.1 *Related Services using Basic Account, CSCA Website, and CSC DirectoryInformation.*     6.12.1.1. Subject to the other provisions in the Agreement, and theconfidentiality and privacy policy obligations in the Registrant SublicenseAgreement and the Common Short Code Administrator Privacy Agreement, Registry shallhave the non-exclusive, royalty-free, limited right to use, solely for the purposesof providing Related Services: (i) [* * *], (ii) [* * *], and (iii) [* * *] (suchdata from subsections (i), (ii), and (iii), collectively the “***Licensed User Data***”).If Registrants have opted-in through the mechanisms specifically set forth in thisAgreement and Exhibit K to allow Registry to retrieve the Licensed User Data fromthe [* * *], Registry may access the [* * *] to retrieve such information and mayuse the Licensed User Data as set forth in this Agreement. If Registrants have notopted in to allow Registry to access such Licensed User Data, Registry shall notaccess or use (a) the CSC Data to collect or use such information, or (b) anymeta-data associated with CSC Data.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreement     6.12.2. *Promotion of Related Services.*     6.12.2.1. *Promotion through the CSCA Website*. Registry may promote or offerthe Related Services through the use of hyperlinks and/or graphics containinghyperlinks in accordance with Exhibit K. Except for the above listed hyperlinkplacements, the Related Services may not be promoted or offered by Registry throughany other means on the CSCA Website unless otherwise approved in writing by CTIA.Registry may not promote Related Services during the application process to lease aCSC, [* * *]. Subject to the restrictions in this Agreement, the content of suchlinks shall be considered Category 1 changes as defined below, provided that thelinks conform to the requirements of Exhibit K. Registry’s right to place links isnonexclusive and, consistent with the requirements in Exhibit K, CTIA may grantThird Parties rights of placement on the CSCA Website, and may require that links toCTIA websites be placed on the CSCA Website.     6.12.2.2. *Promotion of Related Service through means outside of the CSCAWebsite.*[* * *] To that end, opt-in language shall be included on pages withinthe CSCA website, as provided in Exhibit K. Any such marketing or promotion of theRelated Services shall meet the following requirements:     6.12.2.2.1. Registry will not send any marketing material to a CSCService User unless that CSC Service User has opted-in to receive marketingmaterial from Registry;     6.12.2.2.2. Marketing material sent by Registry must not contain anyCSCA branding or logos, or any colors, images, text, or other content thatmight cause the recipient to believe that the CSCA is responsible for, orendorses, the Related Service or the marketing material;
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreement     6.12.2.2.3. All marketing material must clearly state (a) that it ismarketing a Related Service, (b) the nature of the Related Service, and (c)that Registry is the party offering the Related Service; and     6.12.2.2.4. All marketing materials must comply with any applicablelaws.     6.12.3. *Effective Date of Data Rights and New Services.*The rights granted to Registryunder this section 6.12. will not take effect until January 1, 2009.     6.12.4. *Limitations.*     6.12.4.1. Registry shall not use the Licensed User Data for any purpose otherthan providing the Related Services, and only as set forth in this Agreement.     6.12.4.2. Registry may not use any CSC Data or Licensed User Data to offer,market, or provide any system of common or carrier-specific short codes, other thanthe Registry Services provided under this Agreement. Nothing in this Section6.12.4.2. shall be interpreted to mean that Registry may not offer, market orprovide any service that competes with the services provided hereunder, providedthat: (1) the offering of such services do not utilize Licensed User Data or CSCData, (2) such services are not promoted by the Registry on the CSCA Website; and(3) through the processes set forth in Article 9, the Registry shall allow CTIA toexpand the CSC Data collected by the Registry to include the types of CSC Datacollected by Registry for its own CSC monitoring services or other CSC services;provided, however, that nothing herein shall (a) require Registry to turn over anydata it has collected from its own monitoring or other services or (b) restrictsRegistry from continuing to collect and use such data through sources outside of theperformance of Registry Services.     6.12.4.3. No Licensed User Data shall be provided to Registry from the CSCAwebsite or database unless Registry obtains a specific opt-in from an Applicant orRegistrant, which may be obtained through the process set forth in section 6.12.2above.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreement     6.12.5. Registry shall indemnify CTIA, under the procedures set forth in section 12.2of this Agreement, for all claims arising from the Related Services, including the contentof the links to Related Services or anyarticles, whitepapers or other content about the Related Services (even if such contentis reviewed and/or approved by CTIA).     6.12.6. *Reports on the use of the Licensed User Data*. Within fifteen (15) days of theend of every calendar month in which Registry offers Related Services, Registry will provideto CTIA a report that contains a general description of each Related Service offered byRegistry and the categories of Licensed User Data used in each such Related Service.     6.12.7. *Equal Access to Advertising and Opt-Ins.*If CTIA grants to any Third Party aright to advertising or opt-in placement in the places on the CSCA Website in which Registrymay place advertising and/or opt-ins (as listed in Exhibit K), then CTIA shall either (a)require that such Third Party adhere to the restrictions on advertising and opt-ins statedin this Agreement and in Exhibit K, or (b) offer Registry the same level of advertising andopt-in restrictions offered to such Third Party for the duration of the Third Party’sadvertising or opt-placement. If CTIA grants to any Third Party a right to advertising oropt-in placement in confirmation emails or in places on the CSCA Website in which Registrymay not place advertising and/or opt-ins under this Agreement, then CTIA shall offer toRegistry the right to such placement under the same terms, conditions, and restrictions(e.g., frequency, size, price, and advertisement or opt-in type) granted to such ThirdParty.     6.13 *Carrier Working Group*. CTIA will host Carrier working group meetings. The participantsin such meetings will be Registry, CTIA, and those Carriers who participate in the CSC program andelect to participate in the working group meetings. To the extent possible, two (2) in-personmeetings per year shall be held during (or immediately prior to or after) CTIA’s existing industryevents. CTIA will host at least two additional meetings per calendar year by phone or in person.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”and has been filed separately with the Securities and Exchange Commission pursuant to aConfidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License AgreementRegistry’s attendance and participation in the meetings will be at its own expense.     6.14 *Marketing Fund.*CTIA and Registry shall discuss the establishment of a marketing fund tobe used for direct, out-of-pocket expenses related to education, promotion, and generation ofawareness of CSCs.          6.14.1. Neither party will be obligated to contribute to the marketing fund if the partiescannot agree on a marketing plan.          6.14.2. If a marketing plan is approved, the parties will meet at least once per quarter, byphone or in person, to discuss the success of the marketing plan.7.     ***OWNERSHIP AND LICENSE OF INTELLECTUAL PROPERTY*****.**     7.1.   *Ownership of CSC Registry Rights.*As between CTIA and Registry, CTIA shall, on behalfof all Participating Carriers, own all right, title and interest in the CSC Registry Rights,including the CSC Data, the Assignment Guidelines and CSC Enhancements and the IntellectualProperty and Documentation associated with them, but excluding Registry IP set forth in Section7.3. Registry shall acquire no rights, including Intellectual Property rights, title or ownershipin the CSC Registry Rights, including the CSC Data and the CSC Enhancements, by virtue of theLicense granted by this Agreement or by virtue of its use of the CSC Registry Rights, except theright to use the CSC Registry Rights in accordance with this Agreement. Except as may be providedotherwise by this Agreement, all uses of the CSC Registry Rights by Registry shall inure to thebenefit of CTIA on behalf of the Participating Carriers.     7.2.  *Enforcement of Ownership of CSC Registry Rights*. Registry acknowledges that irreparabledamage would result from unauthorized use of the CSC Registry Rights and that CTIA would have noadequate remedy at law to redress such a breach. Therefore, Registry agrees that, in the event ofsuch a breach, specific performance and/or injunctive relief, may be awarded by a Courtof competent jurisdiction. Such relief may be obtained without the necessity of a bond.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”and has been filed separately with the Securities and Exchange Commission pursuant to aConfidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreement     7.3.   *Ownership of Other Intellectual Property.*Registry shall own Intellectual Propertycreated by or for Registry in the performance of the Registry Services pursuant to the License,including the Registry Software, Registry Database, Maintenance Modifications, and Enhancements andDocumentation related thereto, but excluding CSC Enhancements, CSC Data, the Assignment Guidelinesand the CSCA Website and related Documentation (“***Registry IP***”). CTIA shall acquire no rights,including Intellectual Property rights, title or ownership in the Registry IP by virtue of its useof such service, except the right to use the Registry IP in accordance with this Agreement. Exceptas may be provided otherwise by this Agreement, all uses of the Registry IP by CTIA shall inure tothe benefit of Registry.     7.4.   *Enforcement of Ownership of Registry IP*. CTIA acknowledges that irreparable damagewould result from unauthorized use of the Registry IP and that Registry would have no adequateremedy at law to redress such a breach. Therefore, CTIA agrees that, in the event of such a breach,specific performance and/or injunctive relief, without the necessity of a bond, may be awarded by aCourt of competent jurisdiction.     7.5.   *Ownership of CSCA Website*. CTIA shall own all right, title and interest in the content,branding and “look and feel” of the CSCA Website, including the html code underlying such elements,and in all Intellectual Property and Documentation associated with those elements, but excludingRegistry IP.     7.6.  *Use of Registry’s Logo by CTIA*. Registry hereby grants to CTIA a non-exclusive,worldwide, royalty-free license during the term of this Agreement: a) to state that Registry hasbeen designated as the CSC Registry for the provision of CSCs, (b) to use a logo specified byRegistry to signify that it is designated as such, and (c) to link to pages and documents withinthe Registry web site. Nothing in this Agreement shall be construed as granting to CTIA a licenseto use any of Registry’s logos, trademarks, service marks, copyrighted materials or patents(collectively, Registry’s Intellectual Property), except as expressly set forth herein.CTIA shall not modify or alter any of Registry’s Intellectual Property without the expresswritten permission of Registry. Any uses, modifications or alteration of Registry’s IntellectualProperty shall be the sole property of Registry and shall accrue to the benefit of Registryexclusively.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”and has been filed separately with the Securities and Exchange Commission pursuant to aConfidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreement     7.7.   *Press Releases.*The Parties shall mutually agree upon joint press releases, provided,however, that Registry press releases that merely mention NeuStar, Inc.’s role as the CSC Registrydo not require notice or consent of CTIA. Press releases related to CSCs, Registry Services, andrelated matters must mention CTIA first and Registry second. The initial reference to CTIA willuse CTIA’s full name, CTIA – The Wireless Association®.8.     ***CSC SERVICE USERS PROBLEM RESOLUTION*****.**     Registry shall provide a “Help Desk” to CSC Service Users to (i) help CSC Service Users inanswering routine questions and resolving problems with respect to use of the Registry Services and(ii) enable CSC Service Users to report any failure of the Registry Services. In addition totelephone access, the “Help Desk” shall also include access by means of electronic mail service.The Help Desk shall be made available seven (7) days a week, twenty-four (24) hours a day. Registryshall provide personnel to answer the Help Desk during Normal Business Hours and will havepersonnel on call for calls to the Help Desk during all other hours. All common carrier chargesincurred by CSC Service Users and all costs of telephone and terminal equipment incurred by CSCService Users shall be the responsibility of the CSC Service Users using the Help Desk. Registryshall make a diligent effort to promptly acknowledge and respond to CSC Service Users’ contacts tothe Help Desk.9.     ***ADDITIONAL SERVICES.***     9.1.   *Requested by CTIA*. During the term of this Agreement, CTIA may request that Registryprovide new or additional services to CSC Service Users or make certain changes in the RegistryServices to CSC Service Users*,*including, without limitation, (i) the addition of new or differentfunctionality to the Registry Services, (ii) a modification, reduction or expansion of existingfunctionality of the Registry Services, (iii) the offering of additional support, training,consulting services or any other addition to or modification or expansion of the Registry Services,(iv) an increase or decrease in any new or additional services or changes previously requestedpursuant to this Article 9, or (v) CSC routing services (collectively (including changes,modifications and reductions) “AdditionalServices”). CTIA will initiate its request for Additional Services by delivering a proposal toRegistry detailing the Additional Services being requested and any requirements to be met.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”and has been filed separately with the Securities and Exchange Commission pursuant to aConfidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License AgreementRegistry may request further information or clarification, if needed byRegistry, to formulate a response. Within three (3) weeks (or such longer or shorter periodmutually agreed to by the Parties) after Registry’s receipt of CTIA’s request (or, if later,Registry’s receipt of any information or clarification requested by it), Registry shall respondwith a proposed amendment to this Agreement, which shall be prepared and finalized in accordancewith the requirements of this Article 9. As part of its response to any request from CTIA forAdditional Services that CTIA states are intended to benefit more than one CSC Service User,Registry shall offer: (1) a price if paid by CSC Service Users by a specified date, and (2) a priceif paid by CSC Service Users over the remaining term of this Agreement. Registry shall performchanges in Registry Services pursuant to this section 9.1 on a time and materials basis at no morethan the blended rate listed on Exhibit A.     9.2.   *Proposed by Registry.*During the term of this Agreement, Registry may proposeAdditional Services to CTIA and/or CSC Service Users, including without limitation Enhancementsdeveloped by Registry arising out of its own research and development or in connection with arequest for services from a CSC Service User. Registry will initiate this process by delivering aproposal to CTIA detailing the Additional Services being proposed. If CTIA wishes to accept theproposal for Additional Services, it shall notify Registry in writing, and Registry shall respondwithin three (3) weeks (or such longer or shorter period mutually agreed to by the Parties) with aproposed amendment to this Agreement. The proposed Amendment shall be prepared and finalized inaccordance with the requirements of this Article.     9.3.   *Changes Pursuant to Agreed-Upon Changes in Service Levels.*During the term of thisAgreement, CTIA and Registry may agree upon a change in Service Levels that would necessitate therendering of Additional Services. In such cases, Registry shall prepare for CTIA a proposedamendment to this Agreement, which shall be prepared and finalized in accordance with theprovisions of this Article.     9.4.   *Amendment relating to Additional Services.*Each proposed amendment to this Agreementsubmitted by either Party pursuant to this Article shall be specifically identified as beingproposed pursuant to this Article 9, and shall set forth at least the following:
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”and has been filed separately with the Securities and Exchange Commission pursuant to aConfidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreement     9.4.1. Description of the work to be performed by Registry, with reference to therequirements for the Additional Services or Enhancements, if any;     9.4.2. Identification of ownership in the related Documentation or other materials.     9.4.3. Delivery schedule for performance and completion of the work and initiation ofthe Additional Services, including milestones and delivery dates, where appropriate;     9.4.4. Completion and acceptance criteria (including testing procedures and qualitystandards);     9.4.5. Designation of the names of the key personnel of Registry;     9.4.6. Any changes to the fees to be charged to CSC Service Users, and the schedule ofeffective date(s) for said changes in the fee structure; and     9.4.7. Identification of any impact on Service Levels, including proposed revisionsthereto.     Upon receipt of Registry’s proposal under this Article 9, CTIA will review the proposedamendment and may request changes and modifications. Registry will then prepare a final amendmentcontaining the provisions agreed upon by both Parties. Upon CTIA’s acceptance of the finalamendment submitted by Registry, the amendment shall be executed by both Parties. All terms andconditions of this Agreement shall remain in effect except to the extent specifically changed bysuch an amendment. Once an amendment to this Agreement prepared pursuant to this Article 9 has beenexecuted by each Party, the terms and conditions of that amendment shall supersede any prior termsand conditions of this Agreement (including the terms and conditions of any prior amendment to thisAgreement) that are inconsistent with the terms and conditions of that amendment. If a proposedamendment is never finalized between the Parties, the requested or proposed Additional Services(including, without limitation, any Enhancement) will not become a part of the Registry Services.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”and has been filed separately with the Securities and Exchange Commission pursuant to aConfidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreement10.   ***INDEPENDENT CONTRACTOR*****.**     Each Party acknowledges that the relationship between CTIA and Registry is that of anindependent contractor. This Agreement creates no agency, partnership, joint venture or employmentrelationship between the Parties. Personnel utilized by Registry in the performance of RegistryServices (hereinafter “***Registry’s Employee(s)***”) shall at all times remain under Registry’sexclusive control and direction and shall be employees of Registry and not employees of CTIA or ofany partnership or joint venture between CTIA and Registry. Registry further acknowledges that itis not considered an affiliate or subsidiary of CTIA, and is not entitled to any employee rights orbenefits of CTIA. CTIA also acknowledges that it is not considered an affiliate or subsidiary ofRegistry and is not entitled to any employee rights or benefits of Registry. Neither Party shallhave any power or authority to act for or on behalf, bind or commit the other. Nothing in thisAgreement shall be deemed to render CTIA liable for any of the debts or obligations of Registrythat Registry may have to any Third Party nor shall be deemed to render Registry liable for any ofthe debts or obligations of CTIA that CTIA may have to any Third Party.11.    ***INFORMATION*****.**     11.1 *Definition of Confidential Information*. In carrying out the intentions and obligations ofthis Agreement, Registry may come into possession of proprietary and confidential information ofCTIA and CTIA may come into possession of proprietary and confidential information of Registry. Forpurposes of this Agreement, proprietary and confidential information, includes, withoutlimitations, software, proprietary aspects of the functional requirements and the systemsinterface, pricing and financial information and customer records of either Party or of any CSCService Users or Visitors, know-how, procedures, membership data, marketing information, methods ofoperation, business plans and procedures, marketing and advertising plans, and computer programsand source codes, collectively referred to as “***Confidential Information***.” The Disclosing Partyshall have the right to correct any inadvertent failure to designate information as “confidential”and/or “proprietary” by written notification to the Receiving Party. The Receiving Party shall,from that time forward, treat such information as Confidential Information under this Agreement.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”and has been filed separately with the Securities and Exchange Commission pursuant to aConfidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreement     11.1.1 *Exclusions*. The Confidential Information does not include any information that:(i) was known to the Receiving Party prior to its disclosure hereunder by the DisclosingParty; (ii) is independently developed by the Receiving Party without use of theConfidential Information of the Disclosing Party; (iii) is or becomes publicly known throughno wrongful act of the Receiving Party; (iv) has been rightfully received from a Third Partyauthorized to make such disclosure without restriction; (v) has been approved for publicrelease by the Disclosing Party’s prior written authorization; or (vi) must be produced ordisclosed pursuant to applicable law, regulation or court order, provided that the ReceivingParty provides prompt notice thereof to enable the Disclosing Party to seek a protectiveorder or otherwise prevent such disclosure.     11.1.2. *Obligations*. The Receiving Party agrees not to disclose ConfidentialInformation of the Disclosing Party to any Third Party without the Disclosing Party’sexpress written permission. The Receiving Party may disclose Confidential Information of theDisclosing Party only to those employees, contractors, representatives and agents who have aneed to know such Confidential Information. The Receiving Party shall hold ConfidentialInformation in strict confidence, and use at least the same degree of care as it uses tosafeguard its own most confidential and proprietary information so as to insure that nounauthorized person has access to it. The Receiving Party may use Confidential Informationof the Disclosing Party only for purposes of fulfilling its obligations under the Agreementor as permitted under the Agreement. All Confidential Information shall remain the soleproperty of the Disclosing Party. The Receiving Party shall not use or commercially exploitthe Disclosing Party’s Confidential Information, or any portions thereof, except forfulfilling the obligations under the Agreement.     11.2. *Return or Destruction of Confidential Information.*Upon the request of the DisclosingParty, which may be made at any time, the Receiving Party shall return (with respect to CSC Data,in the form and on the media then in use) to the Disclosing Party, or, at the option of theDisclosing Party, shall destroy or permanently erase, the Confidential Information provided by theDisclosing Party and all copies thereof (in written, electronic or other form), and shall destroyor permanently erase any information and materials developed by it based on the Disclosing Party’sConfidential Information.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”and has been filed separately with the Securities and Exchange Commission pursuant to aConfidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License AgreementNotwithstanding anything to the contrary above, Registry shall not return or destroy CSC Data or Confidential Information thatis necessary for it to provide Registry Services during the Term of the License. Upon the requestof the Disclosing Party, the Receiving Party shall certify that the destruction or permanenterasure of Confidential Information provided for herein has occurred.     11.3. *Injunctive Relief*. Each party acknowledges that the unauthorized disclosure or use ofConfidential Information may cause irreparable harm and significant injury, the amount of which maybe extremely difficult to estimate. If the Receiving Party fails to abide by its obligations underthis Article, the Disclosing Party may be entitled to seek immediate injunctive relief, in additionto any other rights and remedies available to it at law or in equity.     11.4. *Loss of Confidential Information*. In the event of any unauthorized disclosure or lossof, or inability to account for, Confidential Information of the Disclosing Party, the ReceivingParty will notify the Disclosing Party immediately.     11.5. *Third Party Access to Confidential Information.*CTIA acknowledges that any Third Partyhaving a need to obtain access to Confidential Information of Registry as a result of such ThirdParty’s actions as a sub-contractor or vendor of CTIA, or otherwise through its relationship withCTIA shall, as a condition to such access, be required to execute a confidentiality agreement,which confidentiality agreement shall include, at a minimum, the substantive restrictions set forthin this Article 11. Registry acknowledges that any Third Party having a need to obtain access toConfidential Information of CTIA as a result of such Third Party’s actions as a sub-contractor orvendor of Registry, or otherwise through its relationship with Registry shall, as a condition tosuch access, be required to execute a confidentiality agreement, which confidentiality agreementshall include, at a minimum, the substantive restrictions set forth in this Article 11.12.   ***MUTUAL INDEMNIFICATION*****.**     12.1. Each Party shall indemnify, defend, and hold harmless the other Party (“***Indemnitee***”),including its directors, officers, employees, agents and affiliates from and against any losses,damages, settlement, recovery, judgment, expenses and costs (including reasonable attorneys’ fees),or liabilities as a result of (a) any claims or demands against the Indemnitee by a Third Party forinjury to and death of persons, and damage to and loss of property that are caused by, or arisefrom the
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”and has been filed separately with the Securities and Exchange Commission pursuant to aConfidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License AgreementIndemnifying Party’s (“***Indemnitor***”) performance and obligations under the Agreement; b) anyclaims or demands against Indemnitee by a Third Party that products or services furnished byIndemnitor within the scope of the Agreement actually or allegedly violates, infringes ormisappropriates any patent, copyright, trademark, trade secret or other proprietary rights of theThird Party; *provided that*Registry shall not indemnify CTIA for any claim based on its provisionof Registry Services as set forth in the Assignment Guidelines unless the claim is based onRegistry’s negligence or intentional misconduct in its provision of Registry Services; likewise,CTIA shall not indemnify Registry for any claim based on Registry’s provision of Registry Servicesas set forth in the Assignment Guidelines unless the claim is based on CTIA’s negligence orintentional misconduct in its performance of its obligations under this Agreement; c) any claims ordemands against Indemnitee by a Third Party to the extent arising from the negligence orintentional misconduct of Indemnitor acting or failing to act within the scope of this Agreement;or (d) any claims or demands against the Indemnitee by a Third Party arising from an actual breachof any of the Indemnitor’s obligations, representations, or warranties contained herein. In theevent that a Third Party brings a claim or demand against Registry and such claim or demand arisesfrom a Carrier’s refusal or intentional failure to abide by the Assignment Guidelines, CTIA shallindemnify Registry for any direct damages as a result of Carrier’s misconduct with respect to theAssignment Guidelines, provided that Carriers indemnify CTIA for such Third Party claims againstRegistry. CTIA shall use reasonable and good faith efforts in its attempt to reach an agreementwith Carriers concerning indemnification of CTIA for Third Party claims against Registry.     12.2. In claiming any indemnification under this Agreement, the Party claiming indemnification(the “***Claimant***”) shall provide the other Party with written notice of any claim, which the Claimantbelieves falls within the scope of this Agreement. The Claimant may, at its own expense, assist inthe defense if it so chooses, provided that the other Party shall control such defense and allnegotiations relative to the settlement of any such claim and further provided that any settlementintended to bind the Claimant shall not be final without the Claimant’s written consent.     12.3. *Permission & Releases*. Both Parties shall obtain permission and releases necessary forthe other Party and CSC Service Users to use any Third Party’s copyrighted material, trademark,patent or other intellectual property right
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”and has been filed separately with the Securities and Exchange Commission pursuant to aConfidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreementin the performance of the Agreement. In the event that either Party uses such copyrightedmaterial, trademark or patent without the owner’s permission, the other Party shall secure, at itsown expense, the right for such Party and CSC Service Users, whichever applicable, to use suchcopyrighted material, trademark or patent.     12.4. *Intellectual Property, Antitrust or Claims against either Party for Carrier Activity.*Inthe event that there are any claims or demands against either CTIA or Registry by a Third Partythat (a) the CSC Registry Rights or the Assignment Guidelines actually or allegedly violate,infringe or misappropriate any patent or other proprietary rights of the Third Party; (b) the CSCRegistry Rights, other aspects of the CSC program, or the Assignment Guidelines actually orallegedly violate any antitrust laws or regulations; or (c) one or more Carriers have not performedconsistent with the Assignment Guidelines (collectively, “***Emergency Claims***”), then either Partyshall have the right to commence the following escalation process:     12.4.1. With five (5) Business Days written notice to the other Party, either Party maycall a special emergency meeting with the other Party and the Carriers to discuss theEmergency Claims. The Parties shall use commercially reasonable efforts to agree on amutually beneficial resolution to the Emergency Claims.     12.4.2. In the event that the Parties with the Carriers are unable to agree to amutually beneficial resolution to the Emergency Claims, and either Party reasonably believesthat one or more of the Emergency Claims could result in substantial cost or damages to thatParty, then either Party may call for a temporary suspension of the Registry Servicespending either a (i) mutually beneficial resolution to the Emergency Claims; (ii) finalresolution of the Emergency Claim(s) by a court or other entity with competent jurisdiction;or (iii) the occurrence of a Regulatory Event as set forth in Article 18. In the event thata Regulatory Event is involved, then the processes and procedures set forth in Article 18 ofthe Agreement shall control.     12.4.3. In the event that such temporary suspension lasts for a period of forty-five(45) days or longer, then this Agreement may be terminated by either Party.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”and has been filed separately with the Securities and Exchange Commission pursuant to aConfidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License AgreementIf CTIAterminates such Agreement pursuant to this Section 12.4.3, then Registry shall not be required to provide any of the TransitionServices set forth in Article 17 but shall be obligated to take the steps listed inSection 17.1 including returning the CSC Data to CTIA along with the html source code to theCSCA Website. In addition, if CTIA elects to terminate this Agreement under thisSection 12.4.3, CTIA shall indemnify, defend and hold harmless, Registry for any and allclaims or demands relating to the provision of Registry Services by itself, or any ThirdParty, after the effective date of termination. If Registry terminates such Agreementpursuant to this Section 12.4.3, the Registry shall provide the Transition Services setforth in Article 17 and is obligated to take the steps listed in Section 17.1, includingreturning the CSC Data to CTIA along with the html source code to the CSCA Website. Inaddition, if Registry elects to terminate this Agreement under this Section 12.4.3, CTIA hasno obligation to indemnify, defend and hold harmless, Registry for any and all claims ordemands relating to the provision of Registry Services by itself, or any Third Party, afterthe effective date of termination.     12.5. *Registry’s Obligations If Provision of Registry Services Is Threatened for OtherReasons.*If provision of Registry Services by Registry shall be prevented or appears likely to beprevented by an injunction or court order, or by settlement resulting from any claim underSection 12.1 (b), that is not governed by the preceding Section 12.4, Registry shall, at its owndiscretion and expense, either: (a) by license or release from claim of violation, infringement ormisappropriation, procure for CTIA and CSC Service Users the right to continue using the RegistrySoftware; or (b) modify the Registry Services so it is functionally equivalent to the originalRegistry Services, but is no longer subject to a claim of violation, infringement ormisappropriation; or (c) remove any infringing materials and replace same with equally suitablematerials free from claim of infringement or misappropriation.13.   ***LIABILITY; LIMITATION OF LIABILITY*****.**     13.1. EXCEPT FOR A BREACH BY EITHER PARTY IN CONNECTION WITH ITS INDEMNIFICATION OBLIGATIONSSET FORTH IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANYINCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”and has been filed separately with the Securities and Exchange Commission pursuant to aConfidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License AgreementLIMITATION, LOSS OF INCOME, LOSS OF PROFITS OR OTHER PECUNIARY LOSS); OR FOR ANY LOSSES OREXPENSES RESULTING FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THE AGREEMENT OR ANYAMENDMENT THERETO, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND INTENTIONALMISCONDUCT) OR OTHERWISE. IN NO EVENT SHALL REGISTRY BE LIABLE TO CTIA FOR ANY LOSSES OR EXPENSESRESULTING FROM ANY INACCURACY IN OR OMISSION FROM ANY INFORMATION OR DATA SUPPLIED BY CTIA OR ANYCSC SERVICE USER TO REGISTRY IN CONNECTION WITH THE REGISTRY SERVICES PERFORMED BY REGISTRY. THELIABILITY OF EITHER PARTY TO THE OTHER SHALL NOT EXCEED THE TOTAL AMOUNT OF THE CSCA ROYALTIES PAIDBY REGISTRY FOR THE LICENSE OF THE LICENSED MATERIALS GRANTED BY THIS AGREEMENT.     13.2. *Direct Damages.*EACH PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT DAMAGESARISING OUT OF OR RELATING TO A BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND AWARDED BY ACOURT OR AN ARBITRATOR IN ACCORDANCE WITH THE DISPUTE RESOLUTION PROVISIONS UNDER THIS AGREEMENT.***14.   WARRANTIES.***     14.1. *Authority.*Each Party represents to the other that it has full authority to enter intoand perform all of its obligations under this Agreement, and that the person signing this Agreementon behalf of the Party has been properly authorized to enter into this Agreement. Each Partyfurther acknowledges that it has read this Agreement, understands it, and agrees to be bound by allof its terms, conditions, and provisions.     14.2. *Ownership Interest in the CSC Registry Rights*. CTIA represents and warrants that, in itscapacity as the Common Short Code Administrator, it has the power and authority to license the useof the CSC Registry Rights to Registry to provide the Registry Services as described in thisAgreement.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”and has been filed separately with the Securities and Exchange Commission pursuant to aConfidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreement     14.3. *Experience.*Registry represents and warrants to CTIA that: a) it has the experience andability to perform the Registry Services; and b) it will perform the Registry Services in aprofessional, competent and timely manner.     14.4. *Open Participation*. CTIA represents and warrants to Registry that all telecommunicationsservice providers that are otherwise qualified to provide CSCs, will be eligible to participate inthe CSC program.     14.5. *Card Processing.*With respect to the processing of Cards (as defined below) under thisAgreement:     a. Registry represents and warrants that it shall comply with all applicable laws of theUnited States; and     b. Registry agrees to comply with all applicable Card Association rules, including, withoutlimitation, the Visa Cardholder Information Security Program, the MasterCard Site Data ProtectionProgram, and the Payment Card Industry Data Security Standard.     For the purposes of this Agreement: (i) “***Card Association***” shall mean Visa, MasterCard, or anyother card associations or the issuer of any other Card of any association or network and (ii)“***Card***” shall mean any valid credit card or debit card issued by a member of Visa, MasterCard, orany other association or card issuing organization and bearing its respective trade names,trademarks, and/or trade symbols.     14.5. *Disclaimer of Warranties.*EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, NEITHER PARTYMAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES RENDERED BY ITSELF, ITSSERVANTS, OR ITS AGENTS OR THE RESULTS OBTAINED FROM THEIR WORK, INCLUDING, WITHOUT LIMITATION, ANYIMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.***15.   ASSIGNMENT.***     This Agreement is personal to the Parties hereto. Their respective rights and interestshereunder are non-assignable and non-transferable without the prior
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”and has been filed separately with the Securities and Exchange Commission pursuant to aConfidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreementwritten consent of the other Party, which consent shall not be unreasonably withheld ordelayed. Any attempted assignment or transfer of such rights and interests without such consent inviolation of the provisions of this Agreement, by operation of law or otherwise, shall be void;provided, however, that either Party may assign and transfer this Agreement without prior consentto a parent, subsidiary, affiliate or successor of interest that acquires substantially all of itsassets.***16.   TERMINATION.***     16.1. Either Party may terminate this Agreement, and such termination shall be effectiveimmediately, in the event that the other Party: 1) breaches any material term of this Agreement andthe breach is not cured within fifteen (15) Business Days (or within a reasonable period of time asmutually agreed upon by the Parties, such agreement to not be unreasonably withheld) after receiptof written notice from the non-breaching party; 2) makes a general assignment for the benefit ofcreditors; 3) files a voluntary petition in bankruptcy or for reorganization or arrangement underthe bankruptcy laws; 4) if a petition in bankruptcy is filed against either Party or if a receiveror trustee is appointed for all or any part of the property or assets of either Party; 5) under thecircumstances related to a regulatory event as set forth in Article 18 of this Agreement;6) Registry chronically fails to provide the Registry Services, as defined in Section 16.2 of thisAgreement 7) Registry is merged with or acquired by an entity which is unable to comply with theCode of Conduct; or 8) Registry otherwise ceases to be able to comply with the Code of Conduct, andsuch cessation continues for a period of thirty (30) days following the date that Registry firstbecomes aware of the event causing the cessation of neutrality.     16.2. *Chronic Failure.*CTIA may terminate this Agreement if Registry frequently fails toprovide the Registry Services at one or more of the Service Levels, and such failure is evidencedby recurring events of the same or similar nature that are indicative of a systemic problem(s), andsuch problem(s) has been unaffected by Registry’s repeated efforts to cure or is reasonablyunlikely to be cured as a result of Registry’s reasonably diligent efforts over a reasonableperiod, which in any event shall be no less than thirty (30) days.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”and has been filed separately with the Securities and Exchange Commission pursuant to aConfidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreement17.   ***TRANSITION AT EXPIRATION OR TERMINATION OF THIS AGREEMENT*****.**     17.1. *Rights and Obligations Upon Termination.*Upon final termination of this Agreement(hereafter “***Termination Event***”) and subject to the following sections of this Article 17 allowingfor an orderly transition, (i) all rights of Registry with respect to the Licensed Materials shallcease and revert to CTIA, (ii) Registry shall have no further right to promote or provide theRegistry Services, and (iii) Registry shall cease using the CSC Registry Rights and other LicensedMaterials. Also subject to the following sections of this Article 17, (a) within seven days of aTermination Event (or the last day of any extension described in Section 17.3 below), Registryshall return to CTIA (without retaining copies) all Documentation relating to the CSC RegistryRights, including all copies, in whatever form, of CSC Data or CSC Enhancements or, at CTIA’srequest, destroy all copies of those materials and shall return the html source code to the CSCAWebsite; (b) within thirty days after a Termination Event (or the last day of any extensiondescribed in Section 17.3 below), Registry shall pay to CTIA all undisputed CSC Royalties that haveaccrued through the effective date of the termination and are actually collected, and (c)immediately after a Termination Event, Registry shall assign its rights and obligations in theRegistry Sublicense Agreements then in effect with Registrants to CTIA or its designee. Registrywill assist CTIA in the orderly and timely transition of the www.usshortcodes.com domain name toCTIA or its designated agent.     17.2. *Registry’s Obligation to Assist with Transition.*Upon a Termination Event and in theevent that CTIA informs Registry of its intent to license the CSC Registry Rights to a successorprovider of Registry Services (the “***Successor Registry***”), Registry shall assist CTIA in the orderlyand timely transition of the Registry Services specified herein from Registry to the SuccessorRegistry, consistent with the requirements of this Article.     17.3. *Optional Extension upon Termination.*Upon the occurrence of a Termination Event, andCTIA’s request, Registry shall agree to extend this Agreement with CTIA for a period which shallnot extend beyond the earlier of either (i) the effective date of a license agreement between CTIAand the Successor Registry under which a license to use the CSC Registry Rights to provide RegistryServices is granted to the Successor Registry; or (ii) the date that is six (6) months after the Termination Event.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”and has been filed separately with the Securities and Exchange Commission pursuant to aConfidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License AgreementDuring any such extension, Registry shall continue to provideRegistry Services to CSC Service Users in accordance with the Service Levels and Fee Schedule ineffect on the date of notice of termination and shall continue to pay CSC Royalties to CTIA inaccordance with the CSC Royalties Schedule in effect on the date of notice of termination, unlessthe Parties mutually agree, pursuant to good faith negotiations, to the application of a revisedFee Schedule or CSC Royalties Schedule during that time period. Upon any such extension, Registryshall provide any Transition Services (as defined below) requested by CTIA; provided that(i) Registry shall be paid for any additional services at the blended rates listed in Exhibit A**,**and (ii) Registry shall have no obligation to perform any such Transition Services after theextension period has concluded. Registry’s obligation to perform Services during any extensionperiod is subject to CTIA using diligent efforts to transition to a Successor Registry, which shallcommence no later than upon notice of termination of this Agreement.     17.4. *Transition Services.*Upon the occurrence of a Termination Event, CTIA may requestRegistry to perform certain services and assist with the transition to a Successor Registry. Suchrequest for Transition Services shall be submitted to Registry in writing on or immediately priorto the expiration or termination date. CTIA shall pay Registry for the performance of suchTransition Services in accordance with Paragraph 17.3 of this Agreement. Registry shall cooperatewith CTIA in effecting the orderly and timely transition of the Registry Services to a SuccessorRegistry and agrees to perform the following services (collectively, the “***Transition Services***”).     17.4.1. Provide CTIA with a list or summary, as applicable, of all documentation ofoperational and procedural practices required for the orderly transition to a SuccessorRegistry for the Registry Services;     17.4.2. Provide CTIA with assistance in transferring the CSCA Website, content on theCSCA Website, and CSC Data, including the underlying html code for the look and feel of theCSCA Website.;     17.4.3. Provide assistance in transitioning the help desk functions specified inArticle 8;
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”and has been filed separately with the Securities and Exchange Commission pursuant to aConfidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreement          17.4.4. Provide joint project planning to ensure an orderly and timely transition of theRegistry Services to a Successor Registry;     17.4.5. Consistent with Registry’s contractual obligations to Third Parties regardingnondisclosure, provide CTIA and/or its designees all CSC information that is reasonablynecessary to enable a licensee of CTIA to provide the Registry Services; and     17.4.6. Take any actions necessary to effectuate the assignment of the RegistrySublicense Agreements.***18.   REGULATORY AND LEGISLATIVE CONSIDERATIONS.***     18.1. *Some CSC Users are Communications Common Carriers****.***The Parties expressly recognize thatthe CSC Service Users and the Carriers are or may be subject to certain federal and state laws andregulations promulgated thereunder, as well as rules, regulations, orders, opinions, decisions andpossible approval of the FCC and other regulatory bodies having jurisdiction or delegated authorityover CSC Service Users and the CSC Service. The Parties also recognize that this Agreement issubject to changes and modifications required as a result of any of the foregoing; provided,however, that the Parties hereby agree that this Agreement and the Registrant Sublicense Agreementsshall remain in full force and effect in accordance with their respective terms and each of theParties shall continue to perform all of its respective obligations under this Agreement, andRegistry and each of the CSC Service Users shall continue to perform all of their respectiveobligations under the CSC Registrant Agreements, in accordance with the respective terms thereofuntil the Parties can agree upon any amendment that may be required to this Agreement as a resultof any such regulatory change.     18.2. *Failure to Agree Upon Amendment*. If the Parties are unable to agree upon any requiredamendment, the Parties agree to resolve such dispute pursuant to an “expedited” arbitrationproceeding.     18.3. *Termination as Result of Amendment*. Notwithstanding anything to the contrary above,either Party may terminate this Agreement if the required
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”and has been filed separately with the Securities and Exchange Commission pursuant to aConfidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreementamendment is technically or economically unfeasible or if the regulatory change requireseither Party to terminate this Agreement, except that each Party agrees it will give the other atleast thirty (30) days advance written notice of its intent to terminate this Agreement on suchbasis. If, within ten (10) days of receipt of such notice, the Non-terminating Party delivers itswritten objection to the Terminating Party disputing the basis upon which Terminating Party isexercising its termination right under this provision, the Parties shall resolve the dispute in anExpedited Arbitration proceeding, with the focus of such proceeding being whether the requiredamendment is technically or economically unfeasible or whether the regulatory change requires theTerminating Party to terminate this Agreement, as applicable. CTIA shall cooperate fully withRegistry to obtain any necessary regulatory approvals of the Registry Services or in otherregulatory proceedings regarding the Registry Services.     18.4. *Changes in Law and Regulations.*CTIA shall notify Registry of any relevant changes inapplicable legislative enactment and regulations of which CTIA becomes aware in the ordinary courseof its business. Any necessary modifications to the Registry Services as a result of such changesshall be made in accordance with the provisions of Article 9 [Changes to Services], and subject tothe provisions of Section 18.1.***19.   INTERNAL DISPUTE RESOLUTION AND ARBITRATION.***     19.1. *Internal Dispute Resolution.*Except in circumstances where the time required forapplication of this dispute resolution procedure would cause irreparable harm**,**any claim,controversy or dispute arising out of or relating to this Agreement, which cannot otherwise beresolved after good faith negotiations by the Parties, shall be resolved as follows:     19.1.1. The dispute shall initially be referred jointly to Steve Johnson, Senior VicePresident, or his successor and Rob Mesirow, Vice President, Operations or his successor.These Senior Representatives of the Parties shall attempt to resolve the dispute withinseven (7) calendar days of either Party submitting the dispute to the SeniorRepresentatives.     19.1.2. If the Senior Representatives are unable to resolve the dispute within suchtime period, the dispute shall be submitted in writing to the chief
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”and has been filed separately with the Securities and Exchange Commission pursuant to aConfidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreementexecutive officer respectively of CTIA and Registry. The chief executive officers shallattempt to resolve the dispute within fourteen (14) calendar days of such submission.     19.1.3. If the matter has not been resolved under the above procedure withintwenty-one (21) calendar days of the commencement of such procedure, any Party wishing topursue the matter may resort to binding arbitration as provided in the Section 19.2.     19.1.4. The above calendar day periods may be extended by mutual written agreement ofthe Parties.     19.2.   *Arbitration.*Any dispute arising out of or related to this Agreement, which cannot beresolved by negotiation, shall be settled by binding arbitration in the Commonwealth of Virginiabefore a single arbitrator. The arbitration shall be conducted pursuant to the American ArbitrationAssociation’s (“AAA”) Commercial Arbitration Rules. Judgment on the award rendered by thearbitrator may be entered in any court having jurisdiction. The parties shall first attempt toidentify a mutually acceptable arbitrator. However, if the parties are unable to identify amutually acceptable arbitrator within twenty (20) days after service of the demand for arbitrationupon all of the Parties to the dispute, then either Party may request that the arbitrator beappointed by the president of the Association of the Bar of the Commonwealth of Virginia. Thearbitrator’s fees shall be deposited equally by the parties, but may be awarded by the arbitratoras provided in the Commercial Arbitration rules. However, under no circumstances shall any Party tothis agreement be responsible for the payment of any administrative fees to the AAA in connectionwith this arbitration agreement**.**20.   ***MISCELLANEOUS*****.**     20.1.  *Successors and Assigns*. This Agreement and any amendments thereto shall be binding uponthe Parties’ respective successors and assigns.     20.2.  *Attorneys’ Fees.*The Party substantially prevailing in any legal action between theParties concerning this Agreement shall receive reimbursement of its reasonable attorneys’ fees andcourt costs incurred from the other Party.
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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”and has been filed separately with the Securities and Exchange Commission pursuant to aConfidential Treatment Application filed with the Commission.Amended and Restated Common Short Code License Agreement     20.3.  *Advertising or Publicity.*Except as set forth in this Agreement, neither Party shallidentify, either expressly or by implication, the other Party or its corporate affiliates or useany of their names, trademarks, trade names, service marks, or other proprietary marks in anyadvertising, sales presentations, news releases, releases to any professional or trade publication,advertising or other promotional materials without such other Party’s prior written consent, whichshall not be unreasonably withheld or delayed.     20.4.  *Non-Waiver.*No course of dealing or failure of either Party to enforce strictly anyterm, right, obligation or provision of this Agreement, including any amendments thereto, or toexercise any option provided hereunder or thereunder shall be construed as a waiver of suchprovision.     20.5.  *Notices*. All notices or other communications required or permitted to be given underthis Agreement shall be in writing (unless otherwise specifically provided herein) and delivered oraddressed as follows:If to CTIA:CTIA